Section 378ZN Amalgamation merger or division, etc. to form new Producer Companies
- Chapter
- XXIA · Producer Companies
- Amendments
- 1
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021378ZN. Amalgamation merger or division, etc. to form new Producer Companies.—
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(1) A Producer Company may, by a resolution passed at its general meeting,—
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(a) decide to transfer its assets and liabilities, in whole or in part, to any other Producer Company, which agrees to such transfer by a resolution passed at its general meeting, for any of the objects specified in section 378B;
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(b) divide itself into two or more new Producer Companies.
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(2) Any two or more Producer Companies may, by a resolution passed at any general or special meetings of its Members, decide to—
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(a) amalgamate and form a new Producer Company; or
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(b) merge one Producer Company (hereafter in this Chapter referred to as "merging company") with another Producer Company (hereafter in this Chapter referred to as "merged company").
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(3) Every resolution of a Producer Company under this section shall be passed at its general meeting by a majority of total Members, with right of vote not less than two-thirds of its Members present and voting and such resolution shall contain all particulars of the transfer of assets and liabilities, or division, amalgamation, or merger, as the case may be.
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(4) Before passing a resolution under this section, the Producer Company shall give notice thereof in writing together with a copy of the proposed resolution to all the Members and creditors who may give their consent.
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(5) Notwithstanding anything contained in articles or in any contract to the contrary, any MemberDefined in section 2(55): member, in relation to a company, means the subscriber to the memorandum entered in the register of members, every other person who agrees in writing to become a member and is entered in the register of members, and every person holding shares whose name is entered as a beneficial owner in depository records., or any creditor not consenting to the resolution shall, during the period of one month of the date of service of the notice on him, have the option,—
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(a) in the case of any such MemberDefined in section 2(55): member, in relation to a company, means the subscriber to the memorandum entered in the register of members, every other person who agrees in writing to become a member and is entered in the register of members, and every person holding shares whose name is entered as a beneficial owner in depository records., to transfer his shares with the approval of the Board to any active MemberDefined in section 2(55): member, in relation to a company, means the subscriber to the memorandum entered in the register of members, every other person who agrees in writing to become a member and is entered in the register of members, and every person holding shares whose name is entered as a beneficial owner in depository records. thereby ceasing to continue as a MemberDefined in section 2(55): member, in relation to a company, means the subscriber to the memorandum entered in the register of members, every other person who agrees in writing to become a member and is entered in the register of members, and every person holding shares whose name is entered as a beneficial owner in depository records. of that Company; or
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(b) in the case of a creditor, to withdraw his deposit or loan or advance, as the case may be.
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(6) Any MemberDefined in section 2(55): member, in relation to a company, means the subscriber to the memorandum entered in the register of members, every other person who agrees in writing to become a member and is entered in the register of members, and every person holding shares whose name is entered as a beneficial owner in depository records. or creditor, who does not exercise his option within the period specified in sub-section
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(5), shall be deemed to have consented to the resolution.
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(7) A resolution passed by a Producer Company under this section shall not take effect until the expiry of one month or until the assent thereto of all the Members and creditors has been obtained, whichever is earlier.
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(8) The resolution referred to in this section shall provide for—
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(a) the regulation of conduct of the affairs of the Producer Company in future;
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(b) the purchase of shares or interest of any Members of the Producer Company by other Members or by the Producer Company;
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(c) the consequent reduction of its share capital, in case of purchase of shares of one Producer Company by another Producer Company;
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(d) termination, setting aside or modification of any agreement, howsoever arrived between the company on the one hand and the directors, secretaries and manager on the other hand, apart from such terms and conditions as may, in the opinion of the majority of shareholders, be just and equitable in the circumstances of the case;
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(e) termination, setting aside or modification of any agreement between the Producer Company and any person not referred to in clause (d):
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021Provided that no such agreement shall be terminated, set aside or modified except after giving due notice to the party concerned:
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021Provided further that no such agreement shall be modified except after obtaining the consent of the party concerned;
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(f) the setting aside of any transfer, delivery of goods, payment, execution or other act relating to property, made or done by or against the Producer Company within three months before the date of passing of the resolution, which would if made or done against any individual, be deemed in his insolvency to be a fraudulent preference;
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(g) the transfer to the merged company of the whole or any part of the undertaking, property or liability of the Producer Company;
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(h) the allotment or appropriation by the merged company of any shares, debentures, policies, or other like interests in the merged company;
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(i) the continuation by or against the merged company of any legal proceedings pending by or against any Producer Company;
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(j) the dissolution, without winding up, of any Producer Company;
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(k) the provision to be made for the Members or creditors who make dissent;
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(l) the taxes, if any, to be paid by the Producer Company;
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(m) such incidental, consequential and supplemental matters as are necessary to secure that the division, amalgamation or merger shall be fully and effectively carried out.
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(9) When a resolution passed by a Producer Company under this section takes effect, the resolution shall be a sufficient conveyance to vest the assets and liabilities in the transferee.
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(10) The Producer Company shall make arrangements for meeting in full or otherwise satisfying all claims of the Members and the creditors who exercise the option, within the period specified in sub-section
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(4), not to continue as the MemberDefined in section 2(55): member, in relation to a company, means the subscriber to the memorandum entered in the register of members, every other person who agrees in writing to become a member and is entered in the register of members, and every person holding shares whose name is entered as a beneficial owner in depository records. or creditor, as the case may be.
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(11) Where the whole of the assets and liabilities of a Producer Company are transferred to another Producer Company in accordance with the provisions of sub-section (9), or where there is merger under sub-section (2), the registration of the first mentioned Company or the merging company, as the case may be, shall stand cancelled and that Company shall be deemed to have been dissolved and shall cease to exist forthwith as a corporate body.
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(12) Where two or more Producer Companies are amalgamated into a new Producer Company in accordance with the provisions of sub-section (2) and the Producer Company so formed is duly registered by the Registrar, the registration of each of the amalgamating companies shall stand cancelled forthwith on such registration and each of the Companies shall thereupon cease to exist as a corporate body.
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(13) Where a Producer Company divides itself into two or more Producer Companies in accordance with the provisions of clause (b) of sub-section (1) and the new Producer Companies are registered in accordance with the provisions of this Chapter, the registration of the erstwhile Producer Company shall stand cancelled forthwith and that Company shall be deemed to have been dissolved and cease to exist as a corporate body.
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(14) The amalgamation, merger or division of companies under the foregoing sub-sections shall not in any manner whatsoever affect the pre-existing rights or obligations and any legal proceedings that might have been continued or commenced by or against any erstwhile company before the amalgamation, merger or division, may be continued or commenced by, or against, the concerned resulting company, or merged company, as the case may be.
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(15) The Registrar shall strike off the names of every Producer Company deemed to have been dissolved under sub-sections (11) to (14).
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(16) Any memberDefined in section 2(55): member, in relation to a company, means the subscriber to the memorandum entered in the register of members, every other person who agrees in writing to become a member and is entered in the register of members, and every person holding shares whose name is entered as a beneficial owner in depository records. or creditor or employee aggrieved by the transfer of assets, division, amalgamation or merger may, within thirty days of the passing of the resolution, prefer an appeal to the Tribunal.
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(17) The Tribunal shall, after giving a reasonable opportunity to the person concerned, pass such orders thereon as it may deem fit.
Inserted by Companies (Amendment) Act, 2020, s. 52, with effect from 11 February 2021(18) Where an appeal has been filed under sub-section (16), the transfer of assets, division, amalgamation or merger of the Producer Company shall be subject to the decision of the Tribunal.